Stratasys Board of Directors Unanimously Rejects the Nano Dimension Revised Unsolicited Proposal of $19.55 Per Share

Rhea-AI Summary

Stratasys Ltd. (NASDAQ: SSYS) has unanimously rejected an unsolicited acquisition proposal from Nano Dimension Ltd. (NASDAQ: NNDM), which offered $19.55 per share. The Board of Stratasys concluded that the proposal significantly undervalues the company and is not in the best interests of its shareholders. The decision was influenced by misleading statements from Nano's CEO Yoav Stern and concerns about Nano's board's governance amid ongoing litigation with its largest shareholder. Stratasys remains confident that its standalone strategy will create greater shareholder value.

Positive

• Stratasys' Board unanimously rejected the acquisition proposal, indicating confidence in its standalone value.
• The rejection is supported by independent financial and legal advisers, enhancing credibility.
• The company believes its independent strategy will yield greater returns for shareholders.

Negative

• Nano's acquisition proposal is perceived as substantially undervaluing Stratasys, which may create uncertainty among investors.
• Ongoing litigation involving Nano’s largest shareholder raises questions about Nano's board governance and decision-making authority.

Proposal Substantially Undervalues Stratasys in Light of the Company’s Standalone Prospects and Is Not in the Best Interests of Stratasys and its Shareholders

Stratasys Sets Record Straight on Multiple Misleading Statements by Nano CEO Yoav Stern

MINNEAPOLIS & REHOVOT, Israel--(BUSINESS WIRE)-- Stratasys Ltd. (Nasdaq: SSYS) (the “Company”), a leader in polymer 3D printing solutions, today announced that its Board of Directors has unanimously rejected the revised unsolicited proposal received from Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano”) on March 29, 2023 to acquire Stratasys for $19.55 per share in cash.

Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, the Stratasys Board of Directors carefully reviewed and evaluated the revised proposal. Following its review, the Stratasys Board concluded that Nano’s proposal continues to substantially undervalue Stratasys in light of its standalone prospects and is not in the best interests of Stratasys and its shareholders. The Stratasys Board and management team are confident that Stratasys’ standalone plan will create significantly greater value for its shareholders than the Nano proposal.

In addition, Stratasys believes it is important to set the record straight on the many misleading statements made by Nano’s CEO, Mr. Yoav Stern, including the following:

• Contrary to statements made by Mr. Stern, Stratasys’ CEO Dr. Yoav Zeif has met with Mr. Stern only once, on March 9, 2023. This meeting was at Mr. Stern’s request. Dr. Zeif did not indicate any support for the proposal and made it clear that Stratasys would respond once the Board’s review of Nano’s proposal was completed. Other than this one meeting, there has been no contact or substantive discussion between Dr. Zeif and Mr. Stern, any directors or any other representatives from either company.
• Contrary to what was implied by Mr. Stern, Dr. Zeif fully agrees with the Board’s decision.
• Contrary to claims made by Mr. Stern, Stratasys directors receive the majority of their board compensation (which is approved by the Stratasys shareholders) in Stratasys equity and are aligned with the interests of Stratasys shareholders.

The composition and authority of Nano’s board and management, generally, and hence their authority to submit and follow through on a bona fide acquisition proposal, remain unclear due to Nano’s pending court litigation with its largest shareholder, Murchinson Ltd. Murchinson requisitioned a meeting of Nano shareholders to, among other things, remove Mr. Stern and three other Nano directors and elect two new directors, with the goal of “reporting out to shareholders within 60 days of new directors being seated a cohesive strategy for enhancing value.” Murchinson announced that the Nano shareholder meeting was held on March 20, 2023, and that all of the changes regarding the composition of Nano’s board, including the removal of Mr. Stern, were approved. Thus, Nano’s revised proposal, in addition to substantially undervaluing Stratasys, is also subject to significant uncertainty as to the composition, leadership and decision-making authority of Nano’s board. Pending the Israeli Court’s ruling on the March 20, 2023, Nano shareholder meeting and hence on the composition of its board, Nano’s authority to make and follow through on an acquisition proposal remains in question.

J.P. Morgan is acting as financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.

About Stratasys

Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.

To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.

Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.

Cautionary Statements Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. For a discussion of some of the risks and important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements, see the discussion in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in the Company’s Form 20-F for the fiscal year ended December 31, 2022.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230403005394/en/

Investor Relations

Yonah Lloyd

CCO / VP Investor Relations

Yonah.Lloyd@stratasys.com

U.S. Media

Ed Trissel / Joseph Sala / Kara Brickman

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

OR

Israel Media

Motti Scherf

motti@scherfcom.com

+972527202700

Source: Stratasys Ltd.

FAQ

What was the acquisition proposal from Nano Dimension Ltd. to Stratasys?

Nano Dimension Ltd. proposed to acquire Stratasys for $19.55 per share in cash.

Why did Stratasys reject Nano's acquisition proposal?

Stratasys' Board concluded the proposal significantly undervalues the company and is not in shareholders' best interests.

What are the claims made by Nano's CEO Yoav Stern regarding meetings with Stratasys CEO?

Yoav Stern claimed meetings occurred, but Stratasys clarified that their CEO only met Stern once and did not support the acquisition.

What impact does ongoing litigation have on Nano Dimension Ltd.'s acquisition proposal?

Ongoing litigation with Nano's largest shareholder raises concerns about the governance and authority of Nano's board.